Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations

General

The following discussion of our financial condition and results of
operations should be read in conjunction with our unaudited condensed
consolidated financial statements and notes thereto included elsewhere in this
quarterly report. This discussion, as well as various other sections of this
quarterly report, contains and refers to statements that constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995 and other federal securities laws. Such statements
relate to our intent, belief or current expectations primarily with respect to
our future operating, financial and strategic performance. Any such
forward-looking statements are not guarantees of future performance and may
involve risks and uncertainties. Actual results may differ from those contained
in or implied by the forward-looking statements as a result of various factors,
including, but not limited to, risks and uncertainties relating to the need for
additional funds to execute our business strategy, our inability to renew one or
more of our broadcast licenses, changes in interest rates, the timing, costs and
synergies resulting from the integration of any completed acquisitions, our
ability to eliminate certain costs, our ability to manage rapid growth, the
popularity of radio as a broadcasting and advertising medium, changing consumer
tastes, any material changes from the preliminary to final purchase price
allocations in completed acquisitions, the impact of general economic conditions
in the United States or in specific markets in which we currently do business,
industry conditions, including existing competition and future competitive
technologies, cancellation, disruptions or postponements of advertising
schedules in response to national or world events, and our ability to generate
revenue from new sources, including technology-based initiatives. Many of these
risks and uncertainties are beyond our control, and the unexpected occurrence or
failure to occur of any such events or matters could significantly alter our
actual results of operations or financial condition.

For additional information about certain of the matters discussed and described
in the following Management's Discussion and Analysis of Financial Condition and
Results of Operations, including certain defined terms used herein, see the
notes to the accompanying unaudited condensed consolidated financial statements
included elsewhere in this quarterly report.

Our Business

We own and operate commercial radio station clusters throughout the United
States. We believe we are the largest pure-play radio broadcaster in the United
States based on number of stations owned and operated. At March 31, 2013, we
owned or operated

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approximately 520 radio stations (including under LMAs) in 108 United States
media markets and operated nationwide radio networks serving over 5,000
affiliates. At March 31, 2013, under LMAs, we provided sales and marketing
services for 14 radio stations in the United States.

Operating Overview

We believe that following the completion of the CMP Acquisition and the Citadel
Merger, which included the acquisition of our radio networks, consisting of
5,000 station affiliates and 9,000 program affiliates, in 2011 we have created a
leading radio broadcasting company with a true national platform with an
opportunity to further leverage and expand upon our strengths, market presence
and programming. Specifically, with the completion of these acquisitions, we now
have an extensive radio station portfolio consisting of approximately 520 radio
stations, including a presence in eight of the top 10 markets, and broad
diversity in format, listener base, geography, advertiser base and revenue
stream, all of which are designed to reduce dependence on any single
demographic, region or industry. Our increased scale has allowed larger, more
significant investments in the local digital media marketplace allowing our
local digital platforms and strategies, including our social commerce
initiatives, to be applied across significant additional markets. We believe our
one national platform will allow us to optimize our available advertising
inventory while providing holistic and comprehensive solutions for our
customers.

Cumulus believes that our capital structure provides for adequate liquidity and
scale for Cumulus to pursue and finance strategic acquisitions in the future.

Liquidity Considerations

Historically, our principal needs for funds have been for acquisitions of radio
stations, expenses associated with our station and corporate operations, capital
expenditures, and interest and debt service payments. We believe that our
funding needs in the future will be for substantially similar matters.

Our principal sources of funds historically have been cash flow from operations
and borrowings under credit facilities in existence from time to time. Our cash
flow from operations is subject to such factors as shifts in population, station
listenership, demographics, or audience tastes, and fluctuations in preferred
advertising media. In addition, customers may not be able to pay, or may delay
payment of, accounts receivable that are owed to us, which risks may be
exacerbated in challenging economic periods. In recent periods, management has
taken steps to mitigate this risk through heightened collection efforts and
enhancements to our credit approval process, although no assurances as to the
longer-term success of these efforts can be provided. In addition, we believe
the acquisition of the broad diversity in format, listener base, geography,
advertiser base and revenue stream that accompanied the CMP Acquisition and the
Citadel Merger will help us reduce dependence on any single demographic, region
or industry.

At March 31, 2013 we had $1.318 billion outstanding under the First Lien
Facility, $790.0 million outstanding under the Second Lien Facility and no
amounts outstanding under the Revolving Credit Facility.

On December 20, 2012, we entered into an amendment and restatement (the
"Amendment and Restatement") of our First Lien Facility Credit Agreement, dated
as of September 16, 2011, among the Company, Cumulus Media Holdings, Inc., as
borrower (the "Borrower"), and the lenders and the agents thereto (the "Original
Agreement"). Pursuant to the Amendment and Restatement, the terms and conditions
contained in the Original Agreement remained substantially unchanged, except as
follows: (i) the amount outstanding thereunder was increased to $1.325 billion;
(ii) the margin for LIBOR (as defined below) -based borrowings was reduced from
4.5% to 3.5% and for Base Rate (as defined below) -based borrowings was reduced
from 3.5% to 2.5%; and (iii) the LIBOR floor for LIBOR-based borrowings was
reduced from 1.25% to 1.0%.

In the event amounts are outstanding under the Revolving Credit Facility, the
First Lien Facility requires compliance with a consolidated total net leverage
ratio. At March 31, 2013, this ratio would have been 6.5 to 1.0. Such ratio will
be reduced in future periods if amounts are outstanding under the Revolving
Credit Facility at an applicable date. At March 31, 2013 we would not have been
in compliance with this ratio. As a result, borrowings under the revolving
credit facility were not available at that date. The Second Lien Facility does
not contain any financial covenants. At March 31, 2013 our long-term debt
consisted of $2.1 billion in total term loans and $610.0 million in 7.75% Senior
Notes.

Based upon the calculation of excess cash flow at December 31, 2012, the Company
was required to make a mandatory prepayment on the First Lien Term Loan. Due to
certain rights retained by the lenders to decline proportionate shares of such
prepayments, the final prepayment amount was reduced from 63.2 million to $35.6
million of which a portion was applied to the Second Lien Term Loan. The
prepayment was made on April 1, 2013 and has been classified in the current
portion of long-term debt caption of the condensed consolidated balance sheet

The 2011 Credit Facilities contain provisions requiring the Company to use the
proceeds from the disposition of assets of the Company to prepay amounts
outstanding under the First Lien Facility and the Second Lien Facility (to the
extent proceeds remain after the required prepayment of all amounts outstanding
under the First Lien Facility), subject to the right of the Company to use such
proceeds to acquire, improve or repair assets useful in its business, all within
one year from the date of receipt of such proceeds. As of March 31, 2013, we
have complied with these provisions and reinvested the proceeds from the
Townsquare Asset Exchange as such, we will not be required to prepay principal
outstanding under the 2012 Credit Facilities.

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We have assessed the current and expected conditions of our business climate,
our current and expected needs for funds and our current and expected sources of
funds and determined, based on our financial condition as of March 31, 2013,
that cash on hand and cash expected to be generated from operating activities
will be sufficient to satisfy our anticipated financing needs for working
capital, capital expenditures, interest and debt service payments, and any
repurchases of securities and other debt obligations through at least March 31,
2014.

Advertising Revenue and Adjusted EBITDA

Our primary source of revenues is the sale of advertising time on our radio
stations and networks. Our sales of advertising time are primarily affected by
the demand for advertising time from local, regional and national advertisers
and the advertising rates charged by us. Advertising demand and rates are based
primarily on a station's ability to attract audiences in the demographic groups
targeted by its advertisers, as measured principally by various ratings agencies
on a periodic basis. We endeavor to develop strong listener loyalty and we
believe that the diversification of formats and programs helps to insulate us
from the effects of changes in the musical tastes of the public with respect to
any particular format. In addition, we believe that the portfolio that we own
and operate, which has increased diversity in terms of format, listener base,
geography, advertiser base and revenue stream as a result of our recent
acquisitions and the development of our strategy to focus on radio stations in
larger markets and geographically strategic regional clusters, will further
reduce our revenue dependence on any single demographic, region or industry.

We strive to maximize revenue by managing our on-air inventory of advertising
time and adjusting prices up or down based on supply and demand. The optimal
number of advertisements available for sale depends on the programming format of
a particular station or program network. Each sales vehicle has a general target
level of on-air inventory available for advertising. This target level of
advertising inventory may vary at different times of the day but tends to remain
stable over time. We seek to broaden our base of advertisers in each of our
markets by providing a wide array of audience demographic segments across each
cluster of stations, thereby providing each of our potential advertisers with an
effective means of reaching a targeted demographic group. In the broadcasting
industry, we sometimes utilize trade or barter agreements that exchange
advertising time for goods or services such as travel or lodging, instead of for
cash. Trade revenue totaled $4.9 million and $6.8 million in the three months
ended March 31, 2013 and 2012, respectively. Our advertising contracts are
generally short-term. We generate most of our revenue from local and regional
advertising, which is sold primarily by a station's sales staff. Local
advertising represented approximately 71.9% and 72.7% of our total revenues
during the three months ended March 31, 2013 and 2012, respectively.

In addition to local advertising revenues, we monetize our available inventory
in both national spot and network sales market places using our national
platform. To effectively deliver our network advertising for our customers, we
distribute content and programming through third party affiliates in order to
achieve a broader national audience. Typically, in exchange for the right to
broadcast radio network programming, third party affiliates remit a portion of
their advertising time, which is then aggregated into packages focused on
specific demographic groups and sold by us to our advertiser clients that want
to reach the listeners who comprise those demographic groups on a national
basis. Revenues derived from third party affiliates represented less than 10% of
consolidated revenues.

Our advertising revenues vary by quarter throughout the year. As is typical in
the radio broadcasting industry, our first calendar quarter typically produces
the lowest revenues of a last twelve month period, as advertising generally
declines following the winter holidays. The second and fourth calendar quarters
typically produce the highest revenues for the year. Our operating results in
any period may be affected by the incurrence of advertising and promotion
expenses that typically do not have an effect on revenue generation until future
periods, if at all. We continually evaluate opportunities to increase revenues
through new platforms, including technology-based initiatives.

Adjusted EBITDA is the financial metric utilized by management to analyze the
cash flow generated by the Company's business. This measure isolates the amount
of income generated by the Company's radio stations apart from the incurrence of
non-cash and non-operating expenses. Management also uses this measure to
determine the contribution of the Company's radio station portfolio, including
the corporate resources employed to manage the portfolio, to the funding of its
other operating expenses and to the funding of debt service and acquisitions. In
addition, Adjusted EBITDA is a key metric for purposes of calculating and
determining our compliance with certain covenants contained in our First Lien
Credit Agreement, as amended and restated, (the "First Lien Facility").

In deriving this measure, management excludes depreciation, amortization and
stock-based compensation expense, as these do not represent cash payments for
activities directly related to the operation of the radio stations. In addition,
we exclude LMA fees from our calculation of Adjusted EBITDA, even though such
fees require a cash settlement, because they are excluded from the definition of
Adjusted EBITDA contained in our First Lien Facility. Management excludes any
gain or loss on the exchange of assets or stations as they do not represent a
cash transaction. Management also excludes any realized gain or loss on
derivative instruments as they do

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not represent a cash transaction nor are they associated with radio station
operations. Interest expense, net of interest income, income tax (benefit)
expense including franchise taxes, and expenses relating to acquisitions are
also excluded from the calculation of Adjusted EBITDA as they are not directly
related to the operation of radio stations. Management excludes impairment of
goodwill and intangible assets as they do not require a cash outlay. Management
believes that Adjusted EBITDA, although not a measure that is calculated in
accordance with GAAP, nevertheless is commonly employed by the investment
community as a measure for determining the market value of a radio company.
Management has also observed that Adjusted EBITDA is routinely employed to
evaluate and negotiate the potential purchase price for radio broadcasting
companies, and is a key metric for purposes of calculating and determining
compliance with certain covenants in our First Lien Facility. Given the
relevance to the overall value of the Company, management believes that
investors consider the metric to be extremely useful.

Adjusted EBITDA should not be considered in isolation or as a substitute for net
income, operating income, cash flows from operating activities or any other
measure for determining the Company's operating performance or liquidity that is
calculated in accordance with GAAP.

A quantitative reconciliation of Adjusted EBITDA to net loss, the most directly
comparable financial measure calculated and presented in accordance with GAAP,
follows in this section.

Three Months Ended March 31, 2013 Compared to the Three Months Ended March 31,
2012

Net Revenues. Net revenues for the three months ended March 31, 2013 decreased
$3.1 million, or 1.3%, to $232.9 million, compared to $236.0 million for the
three months ended March 31, 2012. This decrease was attributable to lower
political revenues and general lower advertising spending in some of our
markets.

Direct Operating Expenses, Excluding Depreciation and Amortization. Direct
operating expenses for the three months ended March 31, 2013 increased $10.6
million, or 6.9%, to $164.2 million, compared to $153.6 million for the three
months ended March 31, 2012. The increase was primarily attributable to a $1.0
million increase in sales salaries, a $1.6 million increase in Arbitron fees and
a $4.9 million increase in expense at our network division as we invest in
various content initiatives.

Depreciation and Amortization. Depreciation and amortization for the three
months ended March 31, 2013 decreased $6.0 million, or 17.1%, to $28.9 million,
compared to $34.9 million for the three months ended March 31, 2012. This
decrease was primarily due to a $7.0 million decrease in amortization expense on
the Company's definite lived intangibles offset by a $1.0 million increase in
depreciation expense.

Corporate General and Administrative Expenses, Including Stock-based
CompensationExpense. Corporate general and administrative expenses, including
stock-based compensation expense, for the three months ended March 31, 2013
decreased $2.8 million, or 16.9%, to $13.9 million, compared to $16.7 million
for the three months ended March 31, 2012. The decrease is primarily due to a
decrease in stock based compensation expense of $4.3 million, partially offset
by a $1.2 million increase in acquisition related costs. Acquisition related
costs for the three months ended March 31, 2013 included exit costs associated
with a lease for vacated Citadel office space.

Realized Losses on Derivative Instrument. For the three months ended March 31,
2013, we recorded a $0.7 million gain related to the fair value adjustment of
the put option on five Green Bay stations we operate under an LMA, compared to a
$0.1 million gain recorded for the three months ended March 31, 2012.

Interest Expense, net. Total interest expense, net of interest income, for the
three months ended March 31, 2013 decreased $6.5 million, or 12.9%, to
$44.3 million compared to $50.8 million for the three months ended March 31,
2012. Interest expense associated with outstanding debt decreased by
$6.5 million to $41.5 million as compared to $48.0 million in the prior year
period. Interest expense decreased due to a lower average amount of indebtedness
outstanding as a result principal repayments and a lower weighted average cost
of debt due to the December 2012 Amendment and Restatement. The following
summary details the components of our interest expense, net of interest income
(dollars in thousands):

Income Taxes. For the three months ended March 31, 2013, the Company recorded
tax benefits of $10.8 million, on a pre-tax loss from continuing operations of
$19.8 million, resulting in an effective tax rate for the three months ended
March 31, 2013 of approximately 54.5%. For the three months ended March 31,
2012, the Company recorded income tax benefit of $7.9 million, on pre-tax loss
from continuing operations of $20.5 million, resulting in an effective tax rate
for the three months ended March 31, 2012 of approximately 38.5%.

The difference between the effective tax rate for each period and the federal
statutory rate of 35.0% primarily relates to state and local income taxes and
the tax amortization of broadcast licenses and goodwill; and assets classified
as having an indefinite life for book purposes.

Adjusted EBITDA. As a result of the factors described above, Adjusted EBITDA for
the three months ended March 31, 2013 decreased $17.0 million to $59.9 million
from $76.9 million for the three months ended March 31, 2012.

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Reconciliation of Non-GAAP Financial Measure. The following table reconciles
Adjusted EBITDA to net loss (the most directly comparable financial measure
calculated and presented in accordance with GAAP) as presented in the
accompanying consolidated statements of operations (dollars in thousands):

For the three months ended March 31, 2013 compared to the three months ended
March 31, 2012, net cash provided by operating activities decreased $5.5 million
as compared to the three months ended March 31, 2012. The decrease was primarily
due to a decrease in net revenues of $12.4 million, partially offset by an
aggregate increase in cash provided by operating assets and liabilities of $8.4
million.

For the three months ended March 31, 2013 compared to the three months ended
March 31, 2012, net cash used in investing activities increased $53.0 million,
primarily due to completing $52.1 million in acquisitions during the three
months ended March 31, 2013.